San Marcos, TX (GLOBE NEWSWIRE) — Quantum Materials Corp (QTMM) (“Quantum” or the “Company”), a leading American nanomaterial and cadmium free quantum dot producer and product company, is issuing this release to provide shareholder and investors with information regarding the Company
We are pleased to share the company-wide progress, provide details regarding the SEC action, the plan to restore the company listing, and the steps in that process.
Update regarding Trading Suspension and SEC Administrative Proceeding
On May 12, 2021, the SEC issued an Order of Suspension of Trading (the “Trading Suspension”) in the Company’s common stock due to a lack of current information as a result of the failure of the Company to file certain periodic reports under its reporting obligations with the SEC. The Trading Suspension commenced at 9:30am on May, 13 2021 and terminated at 11:59pm on May 26, 2021. The Trading Suspension resulted in the Company’s shares no longer being quoted or traded on the Pink Tier operated by the OTC Markets Group, Inc. At this time, no firm is making a market in the Company’s common stock on OTC Link, and the OTC Markets Group Inc. has discontinued the display of quotes on the OTC Markets site. The Company’s shares of common stock can now only be located and traded on the Expert Market, which is a private market to serve broker-dealer pricing and best execution needs in securities that are restricted from public quoting or trading.
In addition to the foregoing, on May 12, 2021, the SEC also issued an Order Instituting Administrative Proceedings to determine whether it was necessary to revoke the Company’s registration under the Securities Exchange Act of 1934 (the “Exchange Act”). Thereafter, the Company entered into an Offer of Settlement for the purpose of settlement of the proceedings initiated by the SEC. As a result, on July 21, 2021, the SEC issued and Order Making Findings and Revoking Registration of Securities Pursuant to Section 12 of the Exchange Act, pursuant to which the registration of each class of the Company’s securities registered pursuant to Exchange Act Section 12 were revoked effective as of July 22, 2021.
The Company currently intends to apply, to once again become a reporting issuer with the SEC and to re-commence its filings with the SEC at the earliest practicable date. In that regard, the Company is diligently working with its auditors and securities counsel to compile, disseminate and review the financial and other current information required to be presented in its public filings, and to prepare and file a registration statement to once again become a reporting issuer. Thereafter, and subject to satisfaction of all regulatory approvals, it will seek to once again have its shares of common stock traded on the OTC Market.
Concurrently, we will also be seeking shareholder approval via a consent solicitation (the “Consent Solicitation”) for the filing of an amendment to our Articles of Incorporation (the “Certificate of Amendment”). This will be done in order to increase the authorized shares of our common stock to provide for additional authorized shares of common stock. This will give us the ability to, among other things, raise additional capital so that we can continue to fund our operations and fulfill certain obligations that we have to investors. Additional details regarding the Certificate of Amendment and our existing agreements and obligations to investors will be provided in the Consent Solicitation, which we will be mailing to shareholders on or about August 26, 2021.
I urge all shareholders to read the contents of the Consent Solicitation and to vote in favor of the Certificate of Amendment expeditiously. Unfortunately, I cannot tell you exactly when the Company’s trading status will be restored. It depends on a number of factors, many of which are outside of our control. However, I can assure you that we intend to work tirelessly to restore the Company’s reporting and trading status.
Technical and commercial Accomplishments:
The entire QMC science and technology team is fully engaged and dedicated to moving our technologies forward and leveraging our patented/proprietary technologies into two primary verticals. We have a very active patent strategy and put a high priority on creating, protecting, and defending our discoveries. We have recently made significant reductions to our staff and our overhead. We have narrowed the company’s development and commercialization focus to only those technologies/products that we believe can achieve near-term commercial success or have a clear line of site to a commercial strategic partner.
We have expended considerable resources developing and marketing our HealthID product but have not yet achieved the anticipated success. Despite the substantial interest and verbal commitments, primarily from U.K.-centric companies, the wide-ranging extended shut down in the U.K. interfered with our ability to get the product adopted. Although we still believe QMC HealthID has great potential, we also think it has much more synergy with our quantum dot point of care testing technologies. We will also be seeking out potential strategic partners as well as potential acquirers for this platform. As a result, this product will not be part of our immediate commercialization efforts.
DOT-IQ, point of care testing technology
The Company recognized early in the advent of Covid-19 that we could use our proprietary technologies to design and develop a more sensitive lateral flow test kit using our unique quantum dot technologies. Over the past several months, we have expanded our biotech team and collaborated with our material scientists. As a result, we have now developed a point of care test platform (POCT) that we believe is more sensitive than current technologies. We believe it will provide analytic sensitivity that can rival PCR and provide quantitative results when warranted. We are currently developing 1) LFTs (lateral flow test kits) for TBI (traumatic brain injury, aka concussions), 2) a multiplex test that detects Covid-19, Flu and RSV (Respiratory Syncytial Virus), and 3) a vaccine validator to thwart counterfeit vaccines and validate vaccine efficacy. This test kit technology uses a unique quantum dot as a signal amplifier and can give a visual test result indication using a low-cost UV light source or using our POCT reader to interface with a P.C. or a smartphone. This reader is designed to provide a binary readout indicating positive or negative and a quantitative result indicating the level of viral loading. We believe that this can be very valuable, particularly in viruses like Covid-19, where a current test cannot reliably identify low viral loading, which is often the case in asymptomatic individuals who are the most likely to spread the virus unknowingly. In addition, the Company has signed a term sheet with a Canada-based biotech company that has identified and has a patent-pending on several biomarker candidates that will be used to develop the TBI POCT. The term sheet is non-binding and we can provide no assurance that we will be able to reach definitive agreements on terms acceptable to the Company. We are in the process of negotiating the final terms that include the payment milestones required for QMC to design, develop, shepherd the FDA approval process, and produce the test kits.
We believe the POCT market is poised for significant growth and the need for rapid, low-cost, highly sensitive, and quantitative point of care tests can best be meet with quantum dot enabled technologies. We intend to continue the expansion of our biotech staff and capabilities, provided we are able to generate sufficient cash flows from operations or through additional financing. This technology is intended to part of our immediate commercialization focus.
Quantum dot solar, India:
Our license in Assam India is still seriously impacted by the Covid-19 pandemic. The entire area in Assam is still in lockdown. Although there has been some progress in the facility building process, they are still far behind the original schedule.
Quantum Dot solar, other:
Solterra, a wholly-owned subsidiary of QMC, has signed a term sheet with a U.S.-based company to develop a new 3rd generation proprietary perovskite quantum dot solar cell technology developed by Solterra/QMC. We believe this technology will solve the long-term reliability issues that have been the roadblock to the success of all other perovskite solar cells despite their high conversion efficiencies. The term sheet is non-binding and the transaction is subject to satisfactory due diligence, which has been ongoing. We can provide no assurance that we will be able to complete due diligence to our satisfaction, negotiate definitive agreements and ultimately close the transaction. This technology is intended to be part of our immediate commercialization focus.
QMC Verify (previously QMC Ledger):
The Company has determined that the overhead necessary to support the development of this product along with the horizon to achieve revenues does not fit our near-term operational and commercialization goals. Therefore, we have made the decision to retain this technology but to defer its further development and commercialization until the company has achieved a sustainable revenue model or strategic funding to support this technology. Although we continue to have significant interest in this solution and intend to engage with select potential proof of concept customers that have the potential to become commercial strategic partners or investors.
Our scientific team has developed the quantum dot printing process necessary to print covert or overt quantum dot Q.R. codes, Bar Codes, serial numbers, or a wide range of other unique features. These can be excited by various energy sources and emit light across the spectrum. They have also developed the processes and quantum dot ink solutions necessary to print these features on multiple surfaces, including glass, film, paper, and even pearls. We still believe our quantum dot ink and blockchain-based anti-counterfeiting, track and trace platform has enormous potential and can become the de facto anti-counterfeiting solution for a broad range of applications. Recently, the Company successfully completed the first phase of a funded proof of concept of an authentication solution for one of the world’s largest tobacco manufacturers. This solution is based on our food-grade IR emitting nano-materials. This product will be focused on to the extent that it can be supported by a strategic partner(s).
Misc. projects under development:
The Company R&D team is also engaged and excited about developing a wide range of other quantum dot enabled products and solutions, with a primary focus on healthcare and solar.
Our materials scientists are expanding the breadth of quantum dots we can produce and have now developed a range of water-soluble dots that we believe are ideally suited for bio applications. We believe a recent significant breakthrough in our perovskite quantum dot development can solve the reliability issues commonly associated with perovskite solar cells and another recent development of food-grade I.R. emitting materials opens the door for numerous applications that previously had been unimagined.
Although we believe that we have many promising opportunities under development, our ability to continue as a going concern is dependent upon our ability to reverse negative operating trends, obtain revenue from operations, raise additional capital, and/or obtain debt financing. We are continuing our plan to further grow and expand operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. If adequate working capital is not available, we may be forced to curtail operations, which would cause you to lose your entire investment.
In closing, I sincerely appreciate your continued support and want to assure you that my interest is always aligned with yours and this Company.